Your directors have pleasure in presenting their 30th Annual Report on the business and
operations of DJS Stock and Shares Limited together with the Audited Statement of
Accounts of your Company for the year financial year ended 31st March, 2024.
1. Financial Results:
The financial results are summarized below:
(Amount in hundreds)
|
Sr.
No.
|
Particulars
|
For the year ended
31st March 2024
|
For the year ended
31st March 2023
|
|
A
|
Total Revenue
|
22,604.86
|
31,376.91
|
|
B
|
Total Expenses
|
25,226.26
|
24,505.19
|
|
C
|
Profit/(Loss) Before Tax
|
(2,621.40)
|
6,871.72
|
|
D
|
Tax expense
- Current Tax
|
|
|
| |
- Tax for earlier years
|
-
|
24,627.30
|
| |
- Deferred Tax
|
11.88
|
(553.07)
|
|
E
|
Profit/(Loss) after Tax
|
(2,633.28)
|
(17,202.51)
|
2. Financial Performance:
During the year, the Company has earned Total Revenue of Rs.22,604.86 hundreds in
comparison to Rs.31,376.91 hundreds earned during the previous year. The Net Loss of the
Company has reduced from Rs.17,202.51 hundreds to Rs.2,633.28 hundreds during the
current year. The Company is trying hard to grab the market opportunities and make it into
a profit-making Company. There was no change in the nature of the business of the
Company during the year.
3. Dividend & Reserves:
The Board of Directors of your Company has decided not to recommend any dividend on
the Equity Shares of the Company during the year under review and no amount of profit
earned during the year was transferred to General Reserve.
4. Listing on Stock Exchanges:
At Present, the Equity shares of the Company are listed at BSE Ltd. The trading in the shares
of the Company on BSE was suspended w.e.f. 21.12.2015 due to non-compliance. The BSE
Limited vide by their letter dated June 28, 2024 has given In-Principle Approval for
revocation of suspension in trading of equity shares of the company.
5. Management Discussion & Analysis:
General Elections in India are far more decisive for the equity markets and the investors
compared to state assembly polls. Historically, more than the post-election performance,
the pre-election period rally has provided good returns to the investors.
However, different sectors of the stock market react differently to elections based on their
exposure to government policies and regulations. The positive atmosphere created by
election results and political stability can attract foreign institutional investors (FIIs) and
support the stock market. Previously, Indian stock markets have typically shown subdued
responses to election results on the counting day. This means that the immediate impact of
election outcomes on the stock market has been relatively limited. Management Discussion
and Analysis report is being given under Corporate Governance Report.
6. Dematerialization of Shares:
94.41% of Company’s paid-up Equity Share Capital is in dematerialized form as on 31st
March, 2024 and the balance 5.59% is in physical form. The Company’s Registrar and
Transfer Agent is M/s. Purva Sharegistry (India) Private Limited having their registered
office at Unit No.9, Shiv Shakti Industrial Estate, Gr Floor, J R Boricha Marg, Lower Parel,
Mumbai - 400 011.
7. Internal Financial Controls:
As required under Section 134 (3)(q) of the Companies Act, 2013 read with Rule 8 (5) (viii)
of Companies (Accounts) Rules, 2014, the Company has adequate system of internal control
commensurate with its size, scale, nature and complexity of business to ensure that all assets
and investments are safeguard against loss from unauthorized use or disposition. These
systems provide reasonable assurance in respect of providing financial and operational
information, safeguarding the assets of the Company, adhering to the management policies
besides ensuring compliance.
8. Finance & Accounts:
The Company is having adequate resources at its disposal to meet its business requirements
and for efficient conduct of business. The Company has not raised any funds by issue of any
securities during the year.
Company has adequate financial resources at its disposal for carrying on its business. Our
company is required to prepare financial statements under Indian Accounting Standards (Ind
AS) prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the
Companies (Indian Accounting Standards) Rules, 2015. The estimates and judgments
relating to financial statements are made on prudent basis, so as to reflect in a true and fair
manner, the form and substance of transactions and reasonably present the Company’s state
of affairs and loss for the F.Y. 2023-24.
9. Details of Subsidiaries, Joint Ventures and Associates Companies:
The Company does not have any Subsidiary/Joint Ventures/Associate Companies.
10. Deposits:
The Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.
11. Statutory Auditors:
(a) The members of the Company at the 28th AGM held on 29th September, 2022
appointed M/s. Satya Prakash Natani & Co (having Firm Registration No. 115438W),
Chartered Accountants, Mumbai, as the Statutory Auditors of the Company for a term
of 5 years and accordingly they hold their office till the conclusion of Annual General
Meeting to be held in the year 2027.
(b) Y our Directors inform that the Auditors’ Report is unmodified i.e. it does not contain
any qualifications, reservations or adverse remark or disclaimer as presented by the
Statutory Auditors. All the details read together with the relevant notes to the accounts
and accounting policies are self-explanatory and do not call for further comments.
12. Secretarial Auditors:
(a) Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Board
has appointed M/s. Abhilasha Chaudhary & Associates, Practicing Company
Secretary, Mumbai as the Secretarial Auditors of the Company to undertake secretarial
audit of the Company.
(b) A report from the Secretarial Auditor in the prescribed Form MR-3 is annexed to this
Report. As regards to remarks of the Secretarial Auditor, we submit as under:
(i) The Company is in process of Revocation of suspension in trading of equity
shares of the company and BSE Limited vide by their letter dated June 28, 2024
has given In-Principle Approval and the Company has already paid Annual
Listing fees till the F.Y. 2024-25.
(ii) The Company always filing all forms on time as per past records, however at the
time of filing DIR-12 for appointment of CS, the Company faced technical error
for which, company has raised ticket with MCA for resolution and after
resolution the form was filed by the company.
13. Internal Auditors:
(a) The internal audit function provides an independent view to the Board of Directors,
the Audit Committee and the Senior Management on the quality and efficacy of the
internal controls, governance systems and processes.
(b) Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board has
appointed M/s. V. Bapna & Associates, Chartered Accountants as Internal Auditors
of the Company to undertake internal audit of the Company.
14. Reporting of Fraud by Auditors:
During the year, the Statutory Auditors and Secretarial Auditor have not reported, any
incident of fraud committed in your Company by its Officers or Employees, to the Audit
Committee and / or to the Board under Section143(12) of the Companies Act, 2013.
15. Foreign Exchange Earnings / Outgo:
The Company has neither incurred any expenditure nor earned any income in foreign
exchange.
16. Particulars Regarding Conservation of Energy, Technology Absorption:
Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 requires disclosure of particulars regarding conservation of Energy
and Technology absorption. The Company is not having manufacturing facilities of its own;
therefore, information required under this clause is not applicable to the Company.
17. Unsecured Loan from Directors:
The Company has not received any loan (secured/ unsecured) from the Directors of the
company during the year under review.
18. Annual Return:
Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the copy of Annual Return will also be
available at Company’s website at www.djsstocks.com.
19. Corporate Social Responsibility (CSR):
The Company does not fall under the prescribed class of companies’ u/s 135(2) of the
Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility)
Rules, 2014. Hence CSR is not applicable to the Company.
20. Human Resources:
Your Company treats its “human resources” as one of its most important assets. Your
Company continuously invests in attraction, retention and development of talent on an
ongoing basis. A number of programs that provide focused people attention are currently
underway. Your Company thrust is on the promotion of talent internally through job rotation
and job enlargement.
21. Meetings of the Board of Directors:
The Board of Directors duly met 5 (five) times during the financial year, the details of the
same are given in the Corporate Governance Report. The intervening gap between the two
consecutive meetings was within the period prescribed under the Companies Act, 2013.
22. Disqualification of Directors:
During the year, the Company has received Form DIR-8 from all Directors as required under
the provisions of Section 164(2) of the Companies Act, 2013 read with Companies
(Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your
Company is disqualified to hold office as director and debarred from holding the office of a
Director.
23. Board of Directors and Key Managerial Personnel:
(i) Appointment of Director:
The Board of Directors of the Company appointed Mr. Vikash Jindal (holding DIN
06485239) as an Additional Director- Independent Director of the Company with
effect from close of business hours of 17th March, 2023. Subsequently, the members
of Company, at their 29th AGM held on 15th September, 2023, appointed Mr. Vikash
Jindal, as an Independent Non-Executive Director of the Company with effect from
15th September, 2023 to hold office for a term of five consecutive years. i.e. upto
14th September, 2028.
(ii) Appointment of Company Secretary:
Pursuant to the provisions of Section 203 of Companies Act, 2013 and Rule 8 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
Mrs. Khushboo Vasudev (having Membership No. ACS 51287) was appointed as a
Company Secretary of the Company w.e.f. 12th April, 2023. Further, as per Regulation
6 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Mrs. Khushboo Vasudev was appointed as the
Compliance Officer of the Company w.e.f. 12th April, 2023.
(iii) Appointment of Additional Director
The Board of Directors of the Company appointed Mr. Bhawani Singh Shekhawat
(holding DIN 06970102) as an Additional Director- Executive Director of the
Company with effect from 7th May, 2024.
(iv) Resignation of Managing Director
Mr. Harish Sitaram Sharma (holding DIN 07332874) resigned from the post of
Managing Director of the Company due to preoccupation with effect from close of
business hours of 7th May, 2024.
(v) Appointment of Directors retiring by rotation:
Mr. Manoj Kumar More (holding DIN 00040190), Director of the Company will retire
by rotation at the ensuing Annual General Meeting and being eligible offers himself
for reappointment. Brief profile of the Directors proposed to be re-appointed as
required under Regulation 36 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, are part of the Notice convening the AGM.
(vi) Declaration by Independent Directors:
The Company has received declarations from Independent Director of the Company
confirming that meet the criteria of independence as prescribed under Section
149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
24. Whistle Blower Policy & Vigil Mechanism Policy:
Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read
with Section 177(10) of the Companies Act, 2013 (“Act”) and Regulations 22 of the Listing
Regulations our Company has adopted a Vigil Mechanism Framework (“Framework”).
The objective of the Framework is to establish a redressal forum, which addresses all
concerns raised on questionable practices and through which the Directors and employees
can raise actual or suspected violations. The mechanism framed by our Company is in
compliance with requirement of the Act and will also be available on the website of the
Company at www.djsstocks.com.
25. Nomination and Remuneration Policy:
The Nomination & Remuneration Committee of the Board of Directors has adopted a policy
which deals with the manner of selection and appointment of Directors, Senior Management
and their remuneration. The policy is in compliance with the provisions of Section 178(3)
of the Companies Act, 2013. The Remuneration Policy will also be available on the
Company’s website as stated in the Report on Corporate Governance.
26. Particulars of Loans, Guarantees or Investments:
Details of loans, guarantees and investments covered under the provisions of Section 186
of the Companies Act, 2013 are as set out in the notes to the accompanying financial
statements of your Company.
27. Related Party Transactions:
Contracts/arrangement/transactions entered by the Company during Financial Year 2023¬
24 with related parties were in compliance with the applicable provisions of the Act and
SEBI Listing Regulations.
All related party transactions entered during the F.Y. 2023-24 were on arm’s length basis
and no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may
have a potential conflict with the interest of the Company. None of the Directors have any
pecuniary relationships or transactions vis-a-vis the Company.
Details of transactions with related parties during Financial Year 2023-24 are provided in
the notes to the financial statements. There were no transaction requiring disclosure under
section 134(3)(h) of the Act. Hence, the prescribed Form AOC-2 does not form a part of
this Report.
28. Risk Management:
The Company has long been following the principle of risk minimization as its norm in
every industry. In accordance with Regulation 21 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board
members were informed about risk assessment and minimization procedures after which the
Board formally adopted steps for framing, implementing and monitoring the risk
management plan for the Company.
The main objective of this policy is to ensure sustainable business growth with stability and
to promote a pro-active approach in reporting, evaluating and resolving risks associated with
the business. In order to achieve the key objective, the policy establishes a structured and
disciplined approach to Risk Management, in order to guide decisions on risk related issues.
In today’s challenging and competitive environment, strategies for mitigating inherent risks
in accomplishing the growth plans of the Company are imperative.
The common risks are Regulations, competition, Business risk, Technology obsolescence,
Investments, retention of talent and expansion of facilities. Business risk further includes
financial risk, political risk, fidelity risk and legal risk. As a matter of policy, these risks are
assessed and appropriate steps are taken to mitigate the same.
29. Disclosure under Prevention of Sexual Harassment of Women at Workplace:
The Company has complied with the provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Policy for the same will also be available on
Company’s website www.djsstocks.com.During the year under review, there was nil
complaints recorded pertaining to sexual harassment.
30. Significant and Material Orders Passed by the Regulators, Courts and Tribunals:
During the year under review, there were no significant and material orders passed by
Regulators / Courts /Tribunal impacting the going concern status of the Company and its
operations in future.
31. Material changes and commitments:
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year of the Company to which this financial
statement relate and the date of this Report.
32. Board Evaluation:
The Board of Directors formally assess their own performance, Board Committee and the
Directors individually including Independent Directors pursuant to provisions of Companies
Act, 2013, based on parameters which, inter-alia, include performance of the Board on
deciding long term strategies, rating the composition and mix of Board members,
discharging of governance and fiduciary duties, handling critical and dissenting suggestions,
etc.
An effective board ensures that management runs a company in the long-term interests
of shareholders, whom the board is elected to represent. Over time, a board may become
complacent or may need new skills and perspectives to respond nimbly to changes in the
business environment or strategy. Regular and rigorous self-evaluations help a board to
assess its performance and identify and address potential gaps in the boardroom.
Shareholders value detailed disclosure of the board evaluation process when making
voting decisions about directors. Disclosures about how the board evaluates itself,
identifies areas for improvement and addresses them provide a window into how robust
the board’s process is for introducing change. To be clear, shareholders generally do not
expect the board to reveal the details of individual director evaluations; rather, they want
to understand the process by which the board approaches the task of continually
improving itself.
The Nomination and Remuneration Policy of our Company empowers the Nomination and
Remuneration Committee to formulate a process for effective evaluation of the performance
of Individual Directors, Committees of the Board and the Board as a whole.
The parameters for performance evaluation of our Directors include contributions made at
the Board meeting, attendance, instances of sharing best and next practices, domain
knowledge, vision, strategy, engagement with senior management etc. The Chairperson of
the respective Committees based on feedback received from the Committee members on the
outcome of performance evaluation exercise of the Committee share their report to the
Board of Directors.
The Independent Directors, at their separate meeting, review the performance of non¬
independent directors and the Board as a whole. Based on the outcome of the performance
evaluation exercise, areas for further development are identified for the Board to engage
itself with and the same would be acted upon. The details of the evaluation process are set
out in the Corporate Governance Report, which forms a part of this Report.
33. Corporate Governance:
Corporate Governance essentially involves balancing the interests of various stakeholders
of the Company such as shareholders, management, customers, suppliers, financers and the
government. It entails managing business with accountability to and responsibility towards
the shareholders and making accurate, adequate and timely disclosures of relevant
information. It includes the processes through which the organization’s objectives are set
and pursued in the context of the social, regulatory and market environment.
DJS believes in efficient, transparent and impeccable Corporate Governance for its stability,
profitability and desired growth of its business. A report on Corporate Governance is
appended as an annexure to this Report.
34. Compliance with Secretarial Standards of ICSI:
During the year under review, the Company has complied with Secretarial Standards 1 and
2, issued by the Institute of Company Secretaries of India (ICSI) read with the MCA
circulars issued from time to time.
Pursuant to provisions of Section 177(8) of the Companies Act, 2013 read with Rule 6 &7
of the Companies (Meetings of the Board and its Power) Rules, 2013, the Audit Committee
is comprised of three Directors. The composition of the Audit Committee is as under:
|
Sr. No.
|
Name
|
Designation
|
Category
|
|
1
|
Mr. Vikash Jindal
|
Chairman
|
Independent - non-executive
|
|
2
|
Ms. Neha Kailash Bhageria
|
Member
|
Independent - non-executive
|
|
3
|
Mr. Manoj Kumar More
|
Member
|
Professional- non-executive
|
All the recommendations made by the Audit Committee were accepted by the Board.
36. Nomination and Remuneration Committee:
Pursuant to provisions of Section 178(1) of the Companies Act, 2013, the Nomination and
Remuneration Committee is comprised of three Directors. The composition of the
Committee is as under:
|
Sr. No.
|
Name
|
Designation
|
Category
|
|
1
|
Mr. Manoj Kumar More
|
Chairman
|
Professional - non-executive
|
|
2
|
Ms. Neha Kailash Bhageria
|
Member
|
Independent - non-executive
|
|
3
|
Mr. Vikash Jindal
|
Member
|
Independent - non-executive
|
All the recommendations made by the Nomination and Remuneration Committee were
accepted by the Board.
39. Ratio of Remuneration:
The information pursuant to the provisions of Section 197(12) of the Companies Act, 2013
read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of employees of the Company and Directors is furnished
hereunder:
|
Name
|
Designation
|
Remuneration
F.Y. 2023-24
|
% increase
/(decrease)
from previous
year
|
Ratio / Times
per median of
employee
remuneration
|
|
Mr. Harish
Sitaram Sharma
|
Managing
Director
|
1,000
|
Nil
|
0.26
|
|
Mr. Aniruddh
Parashar
|
Director
|
1,000
|
Nil
|
0.26
|
|
Mrs. Khushboo
Vasudev
|
Company
Secretary
|
1,920
|
N.A.
|
0.50
|
The particulars of the employees as required under Rule 5(2) and Rule 5(3) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable
to the Company as none of the employees of the Company was in receipt of remuneration
as prescribed under the said Rules.
40. Changes in Share Capital:
A) Buy Back of Securities
The Company has not bought back any of its securities during the year.
B) Sweat Equity
The Company has not issued any Sweat Equity Shares during the year.
C) Bonus Shares
No Bonus Shares were issued during the year.
D) Employees Stock Option Plan
The Company has not provided any stock option plan during the year.
41. Directors Responsibility Statement:
According to the provisions of section 134(3)(c) of the Companies Act, 2013, the
directors confirm that:
a) in the preparation of annual accounts for the financial year ended 31st March,
2024, the applicable accounting standards read with requirements set out under
Schedule III to Act, have been followed and there are no material departures from
the same;
b) the accounting policies as selected are consistently applied and made judgements
and estimates that are reasonable and prudent manner so as to ensure true and fair
view of the state of affairs of the Company as at 31st March, 2024 and of the loss
of the Company for the year ended on that date;
c) adequate accounting records are maintained in accordance with the provisions of
the Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d) financial statements have been drawn up on a going concern basis
e) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
f) the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
42. Cyber security governance:
Cyber security governance includes a board member overseeing the cybersecurity
strategy and the executive management team, accountable for managing cybersecurity.
The Senior Management track all the recent happenings related to cyber security risks on
ongoing and periodical basis and solves the related issues.
Your directors would like to place on record their appreciation for the full co-operation
and support received from RBI, SEBI, Registrar of Companies, BSE Limited and other
Government departments and also acknowledges to all with whose help, co-operation and
hard work the Company is able to achieve the results associates for their continuous
support given by them to the Company.
Registered Office: For and on behalf of the Board
Shop No. 2, First Floor,
Building No. 45-47,
Pavalam Street, Big Bazzar,
Coimbatore - 641 001. Sd/- Sd/-
Bhawani Singh Shekhawat Aniruddh Parashar
DIN:06970102 DIN: 02576496
Place: Bhayander Director Director
Dated: 9th July, 2024
|